Delaware IT independent contractor agreement template

Delaware IT Independent Contractor Agreement

This Delaware IT Independent Contractor Agreement (the “Agreement”) is made and effective as of [Effective Date], by and between:

[Client Legal Name], a [Client Entity Type] organized under the laws of Delaware, with a business registration number of [Client Business Registration Number, if applicable], and having its principal place of business at [Client Address] (“Client”), and

[Contractor Legal Name], a [Contractor Business Structure, e.g., Sole Proprietorship, LLC], with a Delaware business license (if required) of [Contractor Business License Number, if applicable], and having its principal place of business/residence at [Contractor Address] (“Contractor”).

1. Description of Services

The Contractor shall provide the following IT services to the Client: [Detailed Description of IT Services, e.g., Software Development, Network Administration, Cybersecurity Consulting].

Deliverables: The Contractor shall deliver the following deliverables to the Client: [Detailed List of Deliverables]

• Option A: Specific software code modules adhering to [Specific Tech Specs]
• Option B: Fully documented system architecture diagrams and network configurations
• Option C: Monthly vulnerability assessment reports with prioritized remediation plans

Performance Standards: The Contractor’s performance shall meet the following standards: [Measurable Performance Standards, e.g., Uptime, Response Time, Defect Rate].

Milestones: The project will be completed in phases, with the following key milestones: [List of Milestones with Due Dates]

• Option A: Phase 1 - Requirements Gathering Completion Date: [Date].
• Option B: Phase 2 - Development Completion Date: [Date].
• Option C: Phase 3 - Testing and Deployment Completion Date: [Date].

Acceptance and Testing: The Client will conduct acceptance testing of deliverables according to the following process: [Detailed Acceptance and Testing Process].

Escalation Procedures: In case of issues, the following escalation procedures will be followed: [Detailed Escalation Procedures].

Reporting: The Contractor shall provide progress reports to the Client at the following intervals: [Reporting Intervals, e.g., Daily, Weekly, Monthly].

2. Service Period

The service period shall commence on [Start Date] and conclude on [End Date].

Availability: The Contractor shall be available during the following windows: [Availability Windows, including Response Times for Support].

3. Work Location

Option A: On-site at the Client's Delaware location: [Client Location Address]. The Contractor must comply with the Client’s on-site policies, including background check policies.

• Specific remote access requirements: [Details on remote access, if any].
• Hardware/software provided by client: [Description].

Option B: Remote. The Contractor is responsible for providing their own equipment and internet access.

• Specific remote access requirements: [Details on remote access, if any].
• Hardware/software required by contractor: [Description].

Option C: Hybrid. A combination of on-site and remote work as agreed upon by both parties.

4. Payment Terms

Option A: Hourly Rate: The Contractor shall be compensated at a rate of [Hourly Rate] per hour.

• Maximum Billable Hours per week: [Number].

Option B: Project-Based: The Contractor shall be compensated a fixed fee of [Project Fee] for the entire project.

• Payment Schedule: [Payment Schedule, e.g., Upon Completion, in Milestones].

Invoicing: The Contractor shall submit invoices to the Client [Invoicing Frequency, e.g., Monthly].

Payment Schedule: The Client shall pay invoices within [Number] days of receipt.

Reimbursement of Expenses: [Reimbursement Policy, e.g., None, Reimbursed with Prior Approval].

Delaware State Taxes: The Contractor is responsible for all applicable Delaware state taxes.

Late Payment Interest: Late payments shall accrue interest at a rate of [Interest Rate]% per month.

Discounts for Early Payment: None

Consequences for Nonpayment: If the client fails to pay an invoice within [number] days after the due date, the contractor has the right to suspend service after providing the client with a [number] day written notice.

5. Intellectual Property

Option A: Work-For-Hire. All work product, deliverables, custom code, documentation, inventions, and modifications created by the Contractor under this Agreement shall be considered “work-for-hire” and owned exclusively by the Client.

Option B: Assignment. The Contractor hereby assigns to the Client all right, title, and interest in and to all work product, deliverables, custom code, documentation, inventions, and modifications created by the Contractor under this Agreement.

Open Source Components: [Policy on Use of Open Source Components, e.g., Requires Approval].

License-Back Rights: [Details on License-Back Rights, if any].

Pre-Existing IP: The Contractor shall retain ownership of any pre-existing intellectual property used in the performance of services.

Assignment Assistance: The Contractor agrees to assist the Client in securing IP rights.

6. Data Protection and Confidentiality

The Contractor shall comply with all applicable Delaware data privacy requirements and industry standards.

Confidential Information: The Contractor shall treat all Client information as confidential. This includes [Describe Scope of Confidential Information].

Data Safeguarding: The Contractor shall implement and maintain appropriate security measures to safeguard Client and end-user data.

Cloud Data Residency: [Cloud Data Residency Requirements, if applicable].

Security Incidents: The Contractor shall promptly report any security incidents or breaches to the Client.

7. Non-Employee Status

The Contractor is an independent contractor and not an employee, partner, or joint venturer of the Client.

Self-Employment Taxes: The Contractor is responsible for all federal and Delaware state self-employment taxes.

Insurance: The Contractor is responsible for maintaining their own liability and workers' compensation insurance.

Compliance: The Contractor shall comply with all applicable Delaware Department of Labor rules.

8. Compliance with IT Industry Regulations

The Contractor shall comply with all applicable Delaware and federal IT industry regulations, export control, data encryption, digital records retention, and cybersecurity standards.

Specific Regulations: [List Specific Regulations Relevant to the Project, e.g., HIPAA, PCI DSS].

9. Liability Limitations

The Contractor’s liability for damages arising from service interruptions, data loss, software bugs, or cybersecurity breaches shall be limited to [Dollar Amount or Specific Terms].

Indemnification: The Contractor shall indemnify and hold harmless the Client from any third-party claims arising from the Contractor’s negligence or willful misconduct, including IP infringement and information security breaches.

10. Client-Provided and Contractor-Provided Assets

Client Assets: The Contractor shall return all Client-provided assets and securely delete all data upon termination of this Agreement.

• Includes but is not limited to: [Examples of assets].

Contractor Assets: Contractor owned assets are their sole responsibility.

11. Subcontracting

Option A: Subcontracting is prohibited.

Option B: Subcontracting requires the Client's prior written approval. Any Delaware or foreign subcontractors must meet the Client's security requirements.

12. Termination

This Agreement shall terminate upon the expiration of the service period.

Early Termination: Either party may terminate this Agreement with [Number] days’ written notice.

Termination for Breach: The Client may terminate this Agreement immediately for breach, including failure to meet specifications, unauthorized disclosure of confidential information, or a cybersecurity incident.

Transition: Upon termination, the Contractor shall provide reasonable assistance to the Client in transitioning services to a new provider.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event, including denial-of-service attacks, major security outbreaks, or critical infrastructure failures.

14. Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Venue: Any legal action arising out of or relating to this Agreement shall be brought in a court of competent jurisdiction in Delaware.

Dispute Resolution Process: [Dispute Resolution Process, e.g., Negotiation, Mediation, Arbitration].

• Option A: Negotiation followed by binding arbitration in [City, Delaware].
• Option B: Negotiation followed by mediation in [City, Delaware].
• Option C: Waiver of Jury Trial. Both parties waive their rights to a jury trial.

15. Assignment, Amendment, and Waiver

Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.

Amendment: Any amendment to this Agreement must be in writing and signed by both parties.

Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Delaware Contract Formalities: All amendments must comply with Delaware contract formalities.

16. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

18. Delaware-Specific Considerations

Choice of Law: This Agreement shall be governed by Delaware law.

Restrictive Covenants: Any non-solicitation or non-compete provisions shall be narrowly tailored and enforceable under Delaware law.

Electronic Signatures: This Agreement may be executed in counterparts, including electronic signatures, which shall be deemed valid and binding under the Delaware Uniform Electronic Transactions Act.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title, if applicable]